SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
-------------------------
New West Eyeworks, Inc.
(Name of Subject Company)
NW Acquisition Corp.
National Vision Associates, Ltd. (Bidders)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
649156 10 6
-------------------------------------
(CUSIP Number of Class of Securities)
___________________
James W. Krause, Chairman and Chief Executive Officer
National Vision Associates, Ltd.
296 Grayson Highway
Lawrenceville, Georgia 30045
(770) 822-3600
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidders)
COPIES TO:
Mitchell Goodman, Esq.
National Vision Associates, Ltd.
296 Grayson Highway
Lawrenceville, Georgia 30045
(770) 822-3600
David A. Stockton, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309
(404) 815-6500
CALCULATION OF FILING FEE
==============================================================
Amount of
Transaction Valuation* Filing Fee*
- --------------------------------------------------------------
$71,615,245 $14,323.05
==============================================================
* Estimated for purposes of calculating amount of filing fee
only as described in the original filing; amount previously
paid.
[x] Check box if any part of the fee is offset as provided by<PAGE>
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
<TABLE>
<CAPTION
<S> <C>
Amount Previously Paid: $14,323.05 Filing Party: NW Acquisition Corp. and
National Vision Associates, Ltd.
Form or Registration No.: Schedule 14D-1 Date Filed: July 20, 1998
/TABLE
<PAGE>
National Vision Associates, Ltd. and its wholly-owned
subsidiary, NW Acquisition Corp., hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1, originally filed
on July 20, 1998, with respect to an offer to purchase all
outstanding shares of Common Stock, par value $.01 per share, of
New West Eyeworks, Inc. Capitalized terms not defined in this
Amendment No. 1 have the meanings assigned to them in the Tender
Offer Statement.
Item 10. Additional Information.
Item 10(f) is hereby supplemented as follows:
The Purchaser extended the Expiration Date of the Offer
until Midnight, Eastern Time, on Tuesday, September 29, 1998.
A press release issued by Parent before the opening of trading
on August 18, 1998 relating to the extension of the Offer
is filed as Exhibit (a)(10) to the Schedule 14D-1 and is
incorporated herein by reference.
The Purchaser disseminated a statement regarding the
extension of the Expiration Date of the Offer (the "Extension of
Expiration Date") to the shareholders of the Company on August 17,
1998. The Purchaser files such Extension of Expiration Date
as Exhibit (a)(9) to the Schedule 14D-1 and incorporates herein
such Extension of Expiration Date by reference.
As part of the Extension of Expiration Date, the Purchaser
confirmed certain information concerning its rights to terminate
the Offer based on any conditions listed in Section 13 of the
Offer to Purchase. See the fourth paragraph of the Extension of
Expiration Date, which is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(9) Extension of Expiration Date.
(a)(10) Text of Press Release of National Vision Associates, Ltd.
with respect to extension of expiration date.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: August 18, 1998
NW ACQUISITION CORP.
By: /s/ JAMES W. KRAUSE
Name: James W. Krause
Title: Chairman and Chief Executive Officer
NATIONAL VISION ASSOCIATES, LTD.
By: /s/ JAMES W. KRAUSE
Name: James W. Krause
Title: Chairman and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
(a)(9) Extension of Expiration Date.
(a)(10) Text of Press Release of National Vision Associates, Ltd.
with respect to extension of expiration date.
Exhibit (a)(9)
EXTENSION OF EXPIRATION DATE
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
NEW WEST EYEWORKS, INC.
at
$13.00 NET PER SHARE
by
NW ACQUISITION CORP.
a Wholly-Owned Subsidiary
of
NATIONAL VISION ASSOCIATES, LTD.
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| THE OFFER WILL NOW EXPIRE AT 12:00 MIDNIGHT ON TUESDAY, |
| SEPTEMBER 29, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). |
| SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY |
| TIME PRIOR TO THE EXPIRATION DATE. |
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THE OFFER CONTINUES TO BE CONDITIONED UPON, AMONG OTHER
THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO
THE EXPIRATION OF THE OFFER THAT NUMBER OF SHARES THAT WOULD
REPRESENT AT LEAST 51% OF THE OUTSTANDING SHARES OF COMMON STOCK
OF NEW WEST EYEWORKS, INC. AS DETERMINED IMMEDIATELY PRIOR TO THE
CONSUMMATION OF THE OFFER.
_______________________
IMPORTANT
-----------------------
To the Holders of Common Stock of New West Eyeworks, Inc.:
NW Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly-owned subsidiary of National Vision
Associates, Ltd., a Georgia corporation ("Parent"), hereby
notifies you that the offer referenced above (the "Offer") has
been extended to Midnight, Eastern Time, September 29, 1998.
Capitalized terms not defined in this Extension of Expiration
Date have the meanings assigned to them in the Offer to Purchase,
dated July 20, 1998, relating to the above-referenced Offer.
As indicated in the Offer to Purchase, the Purchaser
expected that it would be necessary to extend the Offer beyond
the August 17, 1998 date set as the initial Expiration Date in
order to permit adequate time for Parent to obtain the financing
required in order to provide funds for the Purchaser to
consummate the Offer and the Merger. Parent continues to proceed
with the transaction described in the Offer to Purchase for the
private placement of high yield debt securities in an amount that
would provide such funds and thus is extending the Offer to a
date that it believes will provide sufficient time to complete
that transaction and to provide the requisite five business days'
notice of satisfaction of the Financing Condition. As noted in
the Offer to Purchase, Parent received a "highly confident"
letter from an investment banking firm with respect to the
probable consummation of such a private placement of debt
securities, and it has been working with that firm on the
placement.
To date, approximately 4,679,500 Shares have been validly
tendered and not withdrawn pursuant to the Offer. In addition,
the holders of Convertible Preferred Stock and Company Warrants
have entered into Commitment Agreements with Parent in which they
have agreed to convert or exercise such securities and tender the
Shares received thereupon in the Offer. The number of Shares issuable
and subject to such Commitment Agreements is 806,563. The total
number of such tendered or committed Shares is approximately 5,486,000,
which represents approximately 96% of the outstanding Shares, assuming
conversion of all Convertible Preferred Stock and exercise of all
outstanding Company Warrants, and which number of Shares would satisfy
the Minimum Tender Condition.
With respect to the other conditions of the Offer that are
listed and discussed in Section 13 of the Offer to Purchase on
pages 28 and 29, the Purchaser hereby confirms that it has not
reserved (and will not reserve) the right to terminate the Offer
based on any such condition after the Purchaser has accepted for
payment any tendered Shares. The Purchaser will not accept
tendered Shares for payment until after 12:00 Midnight on the
Expiration Date, as of which time, if the Offer has not been
extended in accordance with its terms, the Purchaser will
determine whether any condition is not satisfied and will be
enforced or waived. Holders' withdrawal rights continue until
12:00 Midnight on the Expiration Date.
Questions and requests for assistance or for additional
copies of this Extension of Expiration Date, the Offer to
Purchase, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to the Information Agent at its
respective telephone numbers and locations listed below. You may
also contact your broker, dealer, bank, trust company or other
nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
==============
Wall Street Plaza, 30th Floor
88 Pine Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
ALL OTHERS CALL TOLL FREE: 1-800-223-2064
The Dealer Manager for the Offer is:
SCHRODER & CO., INC.
Equitable Center
787 Seventh Avenue
New York, New York 10019
(212) 492-6000
Exhibit (a)(10)
CONTACTS:
- ---------
Angus C. Morrison
Senior Vice President, CFO & Treasurer
(770) 822-4285
Janice J. Kuntz
Fleishman-Hillard, Inc.
404-659-4446
FOR IMMEDIATE RELEASE:
- ---------------------
August 18, 1998
NATIONAL VISION ASSOCIATES, LTD. ANNOUNCES
EXTENSION OF OFFER TO PURCHASE ALL COMMON STOCK
OF NEW WEST EYEWORKS, INC.
Lawrenceville, Georgia - August 18, 1998 - National Vision
Associates, Ltd. (NASDAQ: NVAL) announced today that it is
extending the expiration date of its tender offer for all the
outstanding common stock of New West Eyeworks, Inc. (NASDAQ: NEWI)
at $13 net cash per share of common stock until Midnight, Eastern Time,
on Tuesday, September 29, 1998. The tender offer is being made through
NW Acquisition Corp., a wholly-owned subsidiary of National Vision
created specifically to make the offer.
While the offer had been initially scheduled to expire
at Midnight on August 17, 1998, to align with the regulatory 20-
business day minimum period rule, National Vision indicated at
that time its expectation that additional time would be necessary
in order to permit it to obtain the financing required in order
to provide funds to consummate the offer. National Vision
continues to proceed with the previously announced transaction
for a private placement of high yield debt securities in an
amount that would provide such funds.
As of 5:00 p.m., August 17, 1998, approximately 4,679,50
shares of New West's common stock have been validly tendered and not
withdrawn pursuant to the Offer. In addition, the holders of
convertible preferred stock and warrants of New West have entered
into letter agreements in which they have agreed to convert or exercise
such securities and tender the underlying shares of common stock in the
offer. The number of underlying shares of common stock subject to such
letter agreements is 806,563. The total number of such tendered or
committed shares is approximately 5,486,000, which represents approximately
96% of the common stock of New West assuming conversion of all convertible
preferred stock and exercise of all warrants. Such total would be
sufficient to satisfy the 51% minimum tender condition established
for the consummation of the offer. However, holders of tendered shares
will continue to have withdrawal rights during the extended period of the
offer.
James W. Krause, chairman and chief executive officer
of National Vision Associates, stated, "We remain very excited
about acquiring this successful, value-oriented optical chain,
for all the reasons noted when we announced this transaction with
New West last month. We have been pleased with the reactions to
that announcement."
The closing of the tender offer remains subject to
customary conditions, including the satisfactory completion of
regulatory filings, as well as obtaining the requisite financing,
which is expected to be derived from the private placement of
high yield debt securities.
New West Eyeworks, Inc., headquartered in Tempe,
Arizona, operates 177 full-service retail optical locations
throughout 13 states, including 52 vision centers located in Fred
Meyer stores. New West, which has reported positive comparable
store sales for the past 26 consecutive quarters, operates under
the Vista Optical brand (11 states) and the Lee Optical brand (2
states). New West offers everyday low prices for quality
eyewear, contact lenses and the services of independent doctors
of optometry. In addition, the company has an established
managed care business, Vista Eyecare Network. In 1997, New West
reported net sales of $49.2 million and net income of $1.5
million, or $0.31 per share. At June 27, 1998, New West had
total assets of $18.9 million.
Currently, National Vision Associates operates 716
domestic retail optical units, including the 290 Frame-n-Lens,
Inc. optical centers acquired by National Vision in July. The
addition of the 177 New West optical centers will bring National
Vision's total domestic operations to 893 locations, of which
334 are free-standing, 371 are in Wal-Mart stores, and 188 are
in other host concepts. This will further strengthen National
Vision's ranking as the second largest retail optical company
in terms of domestic locations and third in terms of domestic
(pro forma) sales. National Vision's retail operations offer a
full line of optical goods, including spectacles, contact lenses,
prescription and non-prescription sunglasses and a full line
of optical accessories. In addition, independent doctors of
optometry are available adjacent to store locations.
This press release contains forward-looking statements
that are made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Actual results
may differ substantially from such forward-looking statements.
Forward-looking statements involve risks and uncertainties,
including but not limited to, the uncertainty as to whether the
transactions discussed in the press release will be completed.
Other risks and uncertainties are detailed from time to time in
both National Vision's and New West's periodic reports filed with
the Securities and Exchange Commission, including both companies'
Annual Reports for 1997 on Form 10-K and first and second quarter
1998 reports on Form 10-Q.
